Tax Refunds. Any Tax refunds that are received by Buyer, the Company, Newco or the Sold Subsidiaries, and any amounts credited against Taxes to which Buyer, the Company, Newco or the Sold Subsidiaries become entitled in a Tax period ending after the Closing Date, that relate to Pre-Closing Tax Periods or portions thereof of the Company, Newco or the Sold Subsidiaries shall be for the account of Seller. Buyer shall pay over to Seller any such refund received by Buyer or the amount of any such credit, net of all expenses (including Taxes) imposed or incurred by Buyer, Newco, the Company, or the Sold Subsidiaries with respect to such refund or credit, within fifteen (15) calendar days after actual receipt of such refund or application of such credit against Taxes. To the extent that any expense creates a net operating loss in a Pre-Closing Tax Period that can, pursuant to applicable Tax law, be carried back to an earlier taxable period to generate a refund through the amendment of a non-Seller Group Tax Return for a Pre-Closing Tax Period, Buyer, at the sole expense of Seller, shall cause Newco, the Company or the Sold Subsidiaries to amend such Tax Return for such Pre-Closing Tax Period as soon as reasonably practicable after becoming aware of the availability of such refund.
Tax Refunds. If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 5.03, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.03 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section 5.03 shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.
Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion exercised in good faith, that it has received a refund of Taxes as to which it has been indemnified (including by the payment of additional amounts) pursuant to this Section 10.1 or Section 10.4, it shall pay over an amount equal to such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by a Loan Party under this Section 10.1 or Section 10.4 giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) of the Administrative Agent or such Lender, as applicable and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay to such indemnified party the amount paid over to the Borrower plus any penalties, interest or other charges imposed by the relevant Governmental Authority in the event such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 10.1(e), in no event will the indemnified party be required to pay any amount to the Borrower pursuant to this Section 10.1(e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted and the indemnification payments or additional amounts with respect to such Tax had not been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.
Tax Refunds. Sellers shall be entitled to the amount of any refund or credit of Taxes of the Transferred Entities and the Transferred Assets and the Businesses with respect to a Pre Closing Tax Period or any Seller Deferred Closing Taxes which refund or credit is actually obtained by Buyer or its Subsidiaries (including the Transferred Entities) after the Principal Closing, net of any reasonable cost (including Taxes) to Buyer and its Affiliates attributable to the obtaining and receipt of such refund or credit, except to the extent such refund or credit arises as the result of a carryback of a loss or other tax benefit from a Tax period (or portion thereof) beginning after the Principal Closing Date or was included as an asset in calculating Closing Date Net Working Capital or as an asset in calculating Closing Date Indebtedness. Buyer shall pay, or cause to be paid, to Sellers any amount to which Sellers are entitled pursuant to the prior sentence within five (5) Business Days of the receipt or recognition of the applicable refund or credit by Buyer or its Subsidiaries (including the Transferred Entities), to the extent such amounts were not included as an asset in calculating Closing Date Net Working Capital or as an asset in calculating Closing Date Indebtedness. To the extent requested by Sellers, Buyer will reasonably cooperate with Sellers in obtaining such refund or credit, including through the filing of amended Tax Returns for periods ending before or on the Principal Closing Date or refund claims. To the extent such refund or credit is subsequently disallowed or required to be returned to the applicable Tax Authority, Sellers agree promptly to repay the amount of such refund or credit, together with any interest, penalties or other additional amounts imposed by such Tax Authority, to Buyer. In addition, if following the end of the calendar year after the calendar year of the Principal Closing Date, any refunds or credits taken into account as an asset in the determination of the Pre-Closing Income Tax Amount have not been obtained (whether received in cash, or by any available offset against, or reduction of, a Tax liability of any Transferred Entity, calculated on a “with and without” basis) by Buyer or its Affiliates (including, following the Relevant Closing, the Transferred Entities) using reasonable efforts, Sellers shall pay to Buyer within five (5) Business Days of the written request of Buyer, the amount that has not been obtained (it being understoo...
Tax Refunds. If any refunds of real property taxes or assessments, water rates and charges or sewer taxes and rents shall be made after the Closing Date, the same shall be held in trust by the applicable Seller or Purchaser, as the case may be, and shall first be applied to the unreimbursed costs incurred in obtaining the same and the balance, if any, shall be paid to the applicable Seller (for the period prior to the Closing Date) and to Purchaser (for the period commencing with the Closing Date).
Tax Refunds. All refunds or credits for Taxes for any Excluded Tax and for any Transfer Tax shall be for the sole benefit of the Contributor; provided, however, that to the extent the Partnership incurs an Excluded Tax or Transfer Tax and is not indemnified for such Excluded Tax or Transfer Tax, refunds or credits of such Excluded Tax or Transfer Tax shall be for the sole benefit of the Partnership. To the extent that the Partnership receives a refund or credit that is for the benefit of the Contributor, the Partnership shall promptly pay such refund or the value of the credit (net of all out of pocket expenses and costs and Taxes incurred in obtaining such refund) to the Contributor. All refunds or credits for Taxes relating to the Contributor Properties for a Tax period (or portion of a Tax period) beginning on or after the day immediately following the Closing Date that are not Excluded Taxes shall be for the sole benefit of the Partnership. To the extent that the Contributor receives a refund or credit for a Tax that is for the benefit of the Partnership, the Contributor shall promptly pay such refund or the value of the credit (net of all reasonable out of pocket expenses and costs and Taxes incurred in obtaining such refund) to the Partnership.
Tax Refunds. Without duplication of any refunds taken into account in the calculation of the Aggregate Purchase Price, all refunds of Taxes of the Company and its Subsidiaries shown on the Tax Returns of the Company and its Subsidiaries for the taxable year ending on December 31, 2022 as filed prior to the date hereof, that are received by the Purchaser, the Company or a Subsidiary or any of their Affiliates following 12:01 a.m. Eastern Time on the Closing Date shall be for the account of the Equityholders, and the amount of such refunds, net of any reasonable out-of-pocket expenses incurred to obtain such refund and of any Tax incurred by Purchaser, the Company or its Subsidiaries or any of their Affiliates as a result of receiving such refund, shall be paid to the Equityholders’ Representative (for distribution to the Equityholders in accordance with their respective Percentage Shares) within fifteen (15) Business Days after receipt thereof by wire transfer of immediately available funds. Notwithstanding the foregoing, any payment to be made to an Optionholder under this Section 6.11(i) shall not be distributed to the Equityholders’ Representative and instead shall be paid to the Optionholder by the Surviving Corporation or its Subsidiaries through payroll (if applicable) or by wire transfer of immediately available funds. Purchaser shall promptly provide the Equityholders’ Representative with written notice of any proposed disallowance or reduction of a refund previously paid to Equityholders’ Representative or the Equityholders pursuant to this Section 6.11(i) and will provide reasonable supporting documentation (including copies of communications from a Governmental Authority) regarding any such proposed disallowance or reduction. The Equityholders’ Representative shall be entitled to participate in any Tax Contest relating to such refunds pursuant to Section 6.11(f)(ii). Notwithstanding anything herein to the contrary, to the extent such refund amounts in the aggregate are subsequently disallowed or reduced by a Governmental Authority by more than $100,000 (the “Claw-back Threshold”), any such disallowed amount or reduction, including any Taxes, penalties or interest arising from the disallowance or reduction of such refund in excess of the Claw-back Threshold, shall be promptly repaid to Purchaser by the Equityholders on a several (not joint) and pro rata basis in accordance with each Equityholder’s Indemnification Percentage after written notification (includin...
Tax Refunds. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund of Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 10.1 or Section 10.4, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 10.1 or Section 10.4 giving rise to such refund), net of all reasonable out‑of‑pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority) with respect to such refund; provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower plus any penalties, interest or other charges imposed by the relevant Governmental Authority to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent or any Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.
Tax Refunds. Any Tax refunds (whether by payment, credit, offset, reduction in Tax or otherwise) relating to any Pre-Closing Tax Period received by Buyer, the Company or any of their Affiliates after the Closing Date shall be for the account of Seller, and Buyer shall pay over to Seller the amount of any such refund within 10 Business Days after its receipt.
